Leslie D. Michelson

About Leslie D. Michelson

Leslie D. Michelson, 74, is the independent Non‑Executive Chair of National Healthcare Properties, Inc. (NHP) and Chair of the Audit Committee; he has served on the Board since December 2015 and as Non‑Executive Chair since October 2016 . He is Executive Chair and a director of Private Health Management, Inc. (formerly Chairman/CEO), and holds a B.A. from Johns Hopkins University (1973) and a J.D. from Yale Law School (1976); the Board designates him an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Structure and independence: Michelson serves as independent Non‑Executive Chair; the Board has a majority of independent directors and has affirmatively determined Michelson is independent under Nasdaq/SEC standards .
• Committee assignments (all independent): Michelson chairs the Audit Committee and serves on Compensation and Nominating & Corporate Governance .
• Attendance and engagement: In 2024 the Board met 12 times; Audit met 4, Compensation 9, and Nominating 1; all directors (and all committee members) attended at least 75% of their meetings and all directors attended the 2024 Annual Meeting .
• Risk oversight and expertise: As Audit Chair, Michelson oversees financial reporting, auditor independence, and cybersecurity risk oversight; the Board identifies him as an “audit committee financial expert” .
• Policies: Company maintains an anti‑hedging/anti‑pledging policy (pledging prohibited absent prior approval) and a clawback policy compliant with SEC/Nasdaq standards .

Committee Roles Summary

Fixed Compensation

• 2024 Director Pay Design (through Dec 31, 2024): Annual retainer $30,000; additional $55,000 for Non‑Exec Chair; meeting fees $2,000 in‑person ($2,500 for Audit Chair at Audit meetings), $1,500 teleconference; electronic vote fees $750/transaction (cap $2,250); daily meeting cap $2,500 ($3,000 for Audit Chair). Non‑Exec Chair also received a $25,000 monthly retainer (Apr 2017–Dec 31, 2024) .

• 2025 Director Pay Design (effective Jan 1, 2025): Annual retainer $75,000; Non‑Exec Chair additional $90,000; Chair fees: Audit $20,000; Compensation $15,000; Nominating & Gov $15,000. Meeting fees may apply if meeting counts exceed thresholds .

Performance Compensation

• Annual Equity Grants (Directors): Subject to stockholder approval of the 2025 Omnibus Incentive Plan, each non‑employee director will receive an annual equity grant with grant‑date value of $100,000; specific vesting/award type not specified in the proxy .

Note: Performance‑based AIP/LTIP metrics disclosed in the proxy apply to executives, not directors .

Other Directorships & Interlocks

• Compensation Committee Interlocks: The company reports no compensation committee interlocks for 2024 .

Expertise & Qualifications

• Governance/financial expertise: Identified as “audit committee financial expert”; extensive board leadership across REITs and credit funds .
• Industry/operational experience: Founder/executive leadership in healthcare services; advisory role at UCLA Fielding School of Public Health .
• Education: B.A., Johns Hopkins University (1973); J.D., Yale Law School (1976) .

Equity Ownership

Related‑Party Exposure and Conflicts

• Related‑party transactions context: In September 2024 the company internalized management, paying a $98.2 million internalization fee; additional fees to the Advisor Parent included $5.5 million (asset management) and $2.9 million (property management); $75.0 million paid in cash at closing and a $30.3 million unsecured note (repaid in January 2025) .
• Oversight and policy: Nominating & Governance Committee (of which Michelson is a member) reviews/approves related‑party transactions; a formal Related Party Transactions Policy was adopted in February 2025 .
• Independence: The Board affirmatively determined Michelson is independent under Nasdaq/SEC standards despite external board roles .

Say‑on‑Pay and Shareholder Feedback (Company‑level Signal)

• Most recent say‑on‑pay result: 78.5% approval at the 2023 Annual Meeting (for 2022 compensation) .

Governance Assessment

• Positives

  • Independent Non‑Executive Chair with Audit Chair role and “audit committee financial expert” designation; broad committee participation enhances oversight .
  • Strong engagement: Board and committees met frequently in 2024; all directors met at least 75% attendance and attended the 2024 Annual Meeting .
  • Strengthened alignment: 2025 program adds $100,000 annual equity grants for directors, improving pay‑at‑risk mix; clear anti‑hedging/anti‑pledging and clawback policies .

• Watch items / Potential red flags

  • Related‑party history: Large internalization and legacy advisory/property management fee arrangements elevate governance sensitivity; continued vigilance via the new related‑party policy is important .
  • Multiple external directorships: Michelson serves on several public boards (GNL and Franklin BSP vehicles); while independence is affirmed, investors often monitor aggregate time commitments for potential overboarding risk .
  • Director equity details: Vesting structures and holding requirements for director equity awards are not specified in the proxy, limiting visibility into long‑term alignment mechanics .

• Overall view: Michelson brings deep governance and financial oversight credentials with demonstrated engagement and independence; the shift to equity in 2025 and robust trading/clawback policies are shareholder‑friendly, though the company’s recent internalization and Michelson’s multiple board roles warrant continued monitoring for conflicts and bandwidth.

All data points and statements above are sourced from NHPAP’s 2025 DEF 14A proxy dated April 11, 2025: .